A Change Of Fate
by Fancyfiction
Summary: A RWBY villain AU. In which, what if during the events of the show, the girls weren't starting their training at Beacon. Instead, what if they had been taken in and molded years earlier by a member of Salem's council.
1. Prologue

The truck's armored sides gave a dull shine in the fading sun light. Through her scope, Ruby could see that armor would be the most annoying thing about this job, but it was still only a small obstacle. There were only four atlesian knights marching alongside it, the other four people she could see were three attendants with standard issue guns and a driver. They were practically sending out an invitation for their cargo to get stolen.

Ruby sighed, this would be too easy, she was already bored. She knew Pastel had only sent her and her team on this mission to blow off some steam, but if anything this only made her more anxious for some action.

 _Well, might as well get this done with_. The sun was just about vanish from sight completely. Ruby brought her scroll up to her mouth.

"Freezer burn."

As soon as she brought her eye back to her scope, she could see two figures creep out of the tree line. One in a long white dress, raising her rapier, the other a blonde dressed as the definition of a rebel, cracking her knuckles. Ruby watched the girl in white twirl her weapon and an elaborate glyph appeared before her, spreading a layer of ice across the road. In the same instant, the other girl jumped into the air and slammed her metal fist onto the ice.

A thick mist enveloped the area. The truck halted in response and the guards raised their guns in a futile attempt to defend against whatever was attacking. Not even the robotic knights would sense her coming.

Ruby saw a shadow in the mist, and in seconds all nine guards were down. The shadow landed on the hood of the truck, Ruby could just make out the driver cowering and pressing himself as far into the back of his seat as he could. As she kept her gun pointed at him, the blonde made her way through the dissipating mist to the back of the truck. She fired off three blasts from her gauntlet at the lock and pried open the door. Ruby watched her sister peer into the truck before turning her direction and giving a thumbs up, confirming the truck holds what they were sent to retrieve.

 _That was over far too quick._ In a burst of rose petals, Ruby's weapon was folded and she began to make her way to her team. By the time she reached the bottom of the hill she'd been perched on and the road below, her team had tied up the still unconscious human guards and driver. Blake must have knocked out the driver when she dragged him out of the truck. Yang was using the heated metal of her right arm to reseal the door so it wouldn't fly open while they drove. Weiss stood near the truck, back strait and composed as ever.

Weiss turned her head to watch Ruby approach. "Was this really all we were sent out for?"

"Yeah," Yang slapped the side of the truck "I can't even call this a proper work out, Pastel needs to give us some real missions!"

"Look, I'm frustrated to, but Pastel did tell me we should be seeing some real action soon." Ruby put her hands on her hips and stared at the truck. When that action would come and what it would be, she didn't know. Pastel was nice enough, but she loved withholding information.

"Yeah, yeah," Yang ran a hand through her hair "It's not like I hate fort RWBY, but it gets pretty boring being cooped up for so long. We ready to get goin' or what?"

Ruby turned to her team mate still standing separate from the group, watching the tied up guards. "Blake, you ready."

Blake looked up at her team leader and nodded "Yes, we need to get this delivered soon." With that she pulled herself into the driver's seat and restarted the truck. Weiss somehow managed to gracefully seat herself in the spot next to Blake while Ruby flopped into the outermost seat. She heard a loud clunck as Yang jumped on top of the truck.

Their mission accomplished, team RWBY set off to deliver their stolen cargo. The guards and the destroyed knights would be discovered by the police soon enough. No one would be able to report who attacked them, save for the driver who only saw a cat eared shadow in a black grimm mask.

The authorities used to blame team RWBY's antics on the white fang, but that was when they only saw Blake in her mock white fang attire. Now, the rest of the team has been gradually showing themselves. A scattering of rose petals left at a crime scene, scorch marks and bullet holes in a wall, ice melting and dust residue left in their wake. They still couldn't accurately describe any of them, though. The team got a good laugh at all the terrible wanted posters that were cropping up. No, the authorities had no idea who they were, and that's how Pastel wanted it. A certain level of infamy but not enough for them to get easily caught if they ventured into the kingdoms.

Ruby gazed out the window as they drove back to their base. They certainly would be getting some action soon. Pastel's own boss was planning something, something that team RWBY would certainly be caught up in the middle of. She was excited to find out what it would be.


	2. Chapter 1

The meeting room was always brightly lit, delicate, white lights hung from the ceiling so it felt like there wasn't a single shadow marring the lovely blue walls. It was elegant, a plush carpet, such a light pink to almost be white, that must have cost a fortune on the floor, fine works of art on each wall, including a realistic portrait of their patron behind the high backed chair at the head of the table.

Ruby blinked and squirmed where she stood in front of that table. She wished there was a place to sit, she'd been waiting for nearly twenty minutes. It had become torture at five. She valued life to much to dare sit at the table's head. Pastel was so particular. As team leader, Ruby mostly had free range to oversee everything that went on in this house, but Pastel considered this meeting room her sole property, used only when she summoned someone.

Ruby fiddled with the hem of her dress. Where was she? Their boss was usually always on time and expected her underlings to do the same. She was sure she'd remembered the time right… right? Ugh, she'd be so mad if she showed up way early and was waiting for nothing. She started swaying slightly as she picked her memory for the memo she got from pastel.

She nearly ripped off the already torn frill on her dress as she jumped at the sudden noise from above her. Ruby stopped her swaying and looked up at the ceiling. She sighed when she heard gun fire and glyphs. Yang and Weiss. Team RWBY had come a long way in terms of team bonding since Pastel forced them together, but if anyone was going to get into a fight it was those two. They were polar opposites, Weiss a former heiress who had learned to conceal her emotions, Yang a wild rebel bursting with energy. Admittedly, Yang usually started the fights, but she'd seen Weiss's smug smile as she passively provoked her. Normally, Ruby would let this settle by its self. They'd put a few holes in the walls, sure, but they always shook hands and laughed about it after.

This wasn't a normal situation, though. Pastel could arrive at any minute, she couldn't have their silly argument interrupt.

"Blake!" Ruby called.

The door slid open, team RWBY's shadow standing in the door frame. Blake liked to venture off on her own a lot, but when she was around she was never far. Officially, she was Yang's partner, but given her skills, the faunus liked to act as a sort of body guard for her team leader. Not like she needed a guard for a meeting with Pastel, but having her close by was nice.

Ruby smiled at her team mate. "Think you could tell them to quiet down, maybe settle whatever got them fighting, please. At least get them to take it outside."

Blake nodded, a small smile on her own lips "'course." Never one to waste breath, she closed the door and left.

Ruby took a breath to steady herself. Good, that was taken care of. Now it was back to the endless waiting, though. Ruby groaned. She was a girl of infinite energy, she'd definitely need to run a lap or play a round against Yang in a fighting game after this. She'd beat her sis this time.

As Ruby fantasized about what she'd do when she was free of this room, the hidden door swung open. Ruby immediately straightened, trying to look serious.

Pastel, the patron of team RWBY, practically glowed with perfection as she glided into the room. Ruby had never seen a hair on her head out of place, everything about her was symmetrical and purposeful. Honestly, it was kind of unnerving.

Pastel smiled as she approached her seat. "Hello, miss Rose, darling. How's my favorite team leader?"

Ruby returned the smile, a bit timid. She owed everything to Pastel, she'd shown Ruby the truth of their world and helped her realize her dreams. Still, those soft eyes had something at their core that seemed to look directly at Ruby's soul. "Things have been great here, Pastel! Nothing out of the ordinary!"

Pastel nodded and took her seat. "How lovely to hear. Now though, Ruby, you needn't hide anything from me, I can tell you're feeling restless. Such basic retrieval missions can hardly put a dent in your need for adventure.

Ruby laughed, guilty as charged. Maybe Pastel _could_ read her soul. "Yeeeaah, the whole team is starting to feel a bit cooped up. This place is great, of course, and we've been hunting packs of grimm in the area to give us something to do, but, well… we've come a long way in our training, there has to be something more we can do. If we could know what _her_ plan is-"

"Miss Rose." Pastel interrupted her, a hard look in her eyes. Crap, Ruby probably shouldn't have brought up _her_ , the real boss, the one who had allowed Pastel to take in team RWBY in the first place. She worried she made Pastel mad, but she merely sighed, blinked, and the usual tender gaze is back. "Ruby. You know it is not my call how much I reveal."

Ruby bowed her head "I know, I'm sorry, Pastel."

Pastel hummed "Now, now, dear, no need to be so glum, it's alright. You're young, restless, I can't expect you to stay sheltered with only your team and those creatures to entertain you."

Ruby looked up, excitement flickering in her eyes. "So, does this mean…"

Pastel nodded "Yes, darling, her grace has been watching. I've given her reports on your development, and she agrees that you are ready to advance."

Ruby couldn't contain herself, she bounced in place, hands clasped in front of her. "Really!"

"Yes, I know, isn't it great?" She pulled out a large envelope from a pocket in her dress and slid it to Ruby. "The fine details are in there. The basics are: we've decided to start you off with something simple. Think of it like an internship, before you're truly ready. We are sending you to Vale, the first target for her grace's master plan. You will be… assisting our plans in the area. The time is soon approaching, do well and you will help bring an area of peace, where nothing like what happened to you or your mother will ever happen again."

Ruby bowed her head and brought the envelop to her chest at the mention of her mother. A mother who was cruelly taken by the corrupt powers of the kingdoms and the academies. It wasn't long after her death that Pastel opened Ruby's eyes to this truth. Those people have caused so much pain, not just to her but to her entire team. She would help make things better, she'd be a hero.

"Do you understand, Ruby?" Pastel asked.

Pastel always knew what to say to motivate her. She wouldn't let her mother down. There would be no more girls left broken and motherless because of the whims of men who work in the shadows behind humanities back.

Ruby's eyes shone with determination as she opened them.


	3. Chapter 2

Ruby was very thankful of the fact she had super speed in moments like this.

Those moments where you're traveling outside the kingdoms and giant grimm start chasing you.

She ducked her head as wood splintered and flew by, the creature not caring how many trees it ran into. Death stalkers were so annoying with all their armor plating. Still, she couldn't help but glance back and admire the beauty of how that armor fit together, and that stinger! Gods, imagine having a weapon like that. Maybe she should build one when this job was over…

The death stalker let out a hoarse screech that made Ruby shiver. Right, maybe she could admire this thing after it was dead.

She knew she'd reached her destination by the little black string stretched tight between two trees leading into a clearing. It was set too high to properly trip a person, but if you were, say, a big, lumbering monster, it would work just fine.

Without breaking her stride, Ruby leapt over the string and kept running toward the cliff face ahead. She risked a glance back to see the creature stumble over the string and get thrown off balance and stumbling with its momentum. She'd known Blake's trip wire alone wouldn't be enough to knock it over, which was why Yang was waiting in the trees just past her. As soon as the creature began to pitch over, before it could regain it's balance, Yang's right arm glowed a fiery red, packed with a fresh round of explosive dust. She angled herself behind the creature and punched the air before her. A glowing round shot out of her knuckles and exploded beneath the grimm already losing it's battle with balance. It was thrown forward, landing on its back. Legs flailing pathetically in the air.

Its tail still thrashed about as Ruby turned back to look ahead of her. That wouldn't be an issue though, not as Blake lodged her blade into the soft flesh beneath its stinger and she and Yang pull and pin it to the ground. Now for the fun part.

Ruby neared the cliff face, trusting Weiss to be in position. She leapt toward the wall, but her feet didn't just connect with rock. A glowing glyph appeared beneath her, and a few more above her.

If she paused she would lose her momentum, so she sprinted halfway up the cliff, to a section that jutted out at an angle, before one of the glyphs darkened. Ruby spun to face the ground again and the death stalker below. The way she was positioned now, it was a straight shot to the thing's exposed underside. She grinned, legs bent and Crescent rose held spear like before her. She nodded her head, the signal for the glyph holding her in place to turn a deep red, and launched herself into the air.

There was a sickeningly loud squelch when her blade pierced the death stalker's skin, followed by an even louder screech. Ruby looked up at the legs waving around her. She'd love to get a closer look at how this thing worked, but it was one of life's greatest tragedies that grimm disintegrated upon death. With a sigh, Ruby made quick work of dicing up the creature's unprotected underbelly. Even as the thrashing stopped, she stood in the center of the wrecked beast, letting the black smoke wash over her.

When the dust settled, Ruby found her team staring back at her. Team Rwby's leader beamed "Great work, guys! I love when a plan comes together!"

Weiss hums "Yes, go team. Though, this could have been avoided if Pastel would lend us, oh I don't know, an airship so we didn't have to walk across the continent."

Yang stands next to her, loading new rounds into her arm. "Please, you know how she is. If we asked, she'd say something like," She cleared her throat and imitated Pastel's higher tone "'Why, I know my darlings can handle a hike through the forest. After all, if you couldn't, then you wouldn't here.' And I still can't tell if stuff like that is a threat. Besides, a good journey is marked only by how many things you can kill along the way."

"Haven't you been the one whining for the past several weeks that pretty much all we have to do for fun is kill grimm?" Blake said

Yang reaches over to ruffle her partner's hair between her ears "This is different! That was just busy work, now we're actually going somewhere! "

Ruby steps forward "Yang's right, this is our first real mission from Pastel. Even if we're just shadowing one of the higher ups, we need to stay sharp. I'm sure that's why she's making us walk."

Weiss closes her eyes and sighs "She always has her reasons, doesn't she?" Her braid sways as she turns to look north "We should be getting close, anyway. Shall we set up camp for the night?"

Ruby nods "Blake, scout the surrounding area, make sure there are no surprises. Yang, start setting up the tents. Weiss,"

Her team mate raises an eyebrow, daring her leader to give her manual labor to do.

"Weiss, uh, you just help me go over the plan again. Soon," Ruby pumps her fist dramatically before her "Operation Infiltration begins."

"I'm pretty sure that's not what Pastel called it." Weiss says

"Well that's what _I_ called it, and I'm the leader so that's its name." Ruby claps her hands "Alright team, get to work!"

Blake melts into the growing shadows of the forest while Yang grabs her heavy pack from where she'd stashed it. Ruby leads Weiss over to a rock for them to sit on while she fishes the documents from her pack.

"So, our mission is to aid in the fall of beacon from the inside. The basics are;" Ruby clears her throat and reads from one of the papers before her "'Team RWBY shall follow the commands of 'Cinder Fall' for the duration of your job in Vale. Under her watch, infiltrate Beacon academy and work with a mister 'Roman Torchwick' to cause unrest in the city."

"I've looked into this 'Torchwick'," Weiss settles on the rock next to Ruby, crossing her ankles and folding her hands so she looks like she's attending a tea party rather than slumming it in the forest. "He appears to be nothing more than some low level street thug, did Pastel say _why_ we're even bothering with him?"

Ruby shrugs "Think of it like fighting a death stalker, if you want to disrupt a city, start with its seedy underbelly. Except in this case, we're not stabbing at it, but riling it up. Anyway, Cinder is supposed to fill us in on the details as time goes on."

Weiss leans over the documents "She's going to tell us exactly how they plan to take down Beacon. Hm, going with your metaphor, it's like aiming right for the death stalker's stinger."

Ruby nods "Exactly, take out its defense, it's symbol of protection, and they're left all alone." Just like she was. Everything in that kingdom was twisted. This had to be done, before they could ruin this world any further.


	4. Chapter 3

She remembered this kingdom, from a long time ago. She'd been young, and the city had delighted and filled her with wonder. Her father hadn't had cause to take her and her sister into the main part of their kingdom very often, but sometimes there was business to be taken care of and no one at home to watch the girls. Now, most of what she remembered of Vale was murky and warped by a child's perspective, but there was one thing she remembered so clearly.

"That's it, isn't it daddy!" A young Ruby tugged her father's hand and pointed at the spiraling towers in the distance, glowing in the fading light.

Her father chuckled "Yeah, that's Beacon alright."

"You really used to go there? You're so cool, dad!" Back then, that tower had seemed a literal beacon of hope and strength. The way the sun's rays illuminated the grand structure, like a castle out of a fairy tale, the orbs of light within the tallest tower created even more of a magical effect. It looked like it shouldn't be real, like it was ripped from a story and placed on this cliff in her world. She couldn't help but beam as she gazed at it.

"Sure did, it's where I met your uncle and…

She kept smiling, but it was softer now. She was young, but she knew something bad had happened to her mother, there was a reason her dad didn't like to talk about it "Mom learned how to protect people and fight bad things with you there, right?"

"Yeah, she did."

In that moment, Ruby had felt a spark of determination in her chest. She'd loved stories of hero's and monsters all her life, but seeing this place that molded true, real life hero's, she felt something stir. She hadn't realized someone young as her could feel this resolution, but there was no doubt in her mind what she needed to work towards from now on. As she looked up at the imposing structure, she said "I'm gonna go there someday. I'm gonna become a great huntress, and take down the bad things in this world, just like a hero! Like mom!"

Maybe it was the different angle she viewed it from now, high on this cliff and farther away, maybe it was the light, or maybe it was the knowledge she now had, but the impressive school no longer looked like some magical palace of hope and honor. Now, she looked down on it, and thought it looked almost like some child's toy from this high up. It felt somehow fragile, all the vulnerabilities and threats a child could not see when she gazed up were stark from this perspective.

"Phew, we finally made it!" Yang stretched her arms above her head from where she stood next to her sister. "Aye, you remember when we used to take the boat from Patch here when we were kids? Ha, and that time we snuck out because you wanted to see the tower so bad? I thought dad was gonna ground us forever!"

Ruby nodded, absorbed in those very memories.

"Man, I thought this place was so cool, way more interesting than little old Patch. Never thought that the next time I saw it, I'd be helping tear it down."

Ruby looked over at her sister. Though there was a smile on her face, it didn't reflect in her eyes. There was a strange sadness there, a faraway look that Ruby wasn't used to seeing in her. She put a hand on Yang's arm. "Is everything alright, sis?"

Yang blinked, and Ruby thought she might have imagined the sadness for how quickly it disappeared. She gave her younger sister a thumbs up "'Course I'm fine! We're finally getting to have some real fun!" She turned quickly and strode back toward the tree line "C'mon, sis, we should get back to the others and rest. After all, 'operation infiltration' begins tomorrow, and I need my beauty sleep!"

Ruby watched her sister go and turned back to cast one last look on the school and city below. The sun's light was nearly gone, and the green lights of the tower drew her in.

"A beacon of hope and strength, hm." She turned her back on that light that beckoned and called and let the wind ruffle her cape as she strode into the night dark forest.

The Ruby who hadn't known better had dreamed of going to that school, longed for it more than anything. Of course, since meeting Pastel, she had figured that dream crushed, but it seemed that childhood fantasy would come true, in a way. Not yet, but soon she would be welcomed to Beacon, and she would keep her vow to fight against the evil in this world. It just wouldn't come in the same form she had once expected.

"Weiss!"

The former heiress loosed a breath and cracked open an eye to look at the red ball of energy bouncing around her tent. "Ruby…"

"Come on, wake up! It's the big, big day today!" Ruby bounced on her heels, barely able to contain the hyper energy in her body. "WeissWeissWeissWeissWeiss, our first mission starts today! Ah, this is so exciting!"

Weiss pushed herself up with a sigh, her long hair flowing and sticking up around her, unbraided. "Sometimes I really hate sharing a tent with you."

"Don't be rude," Ruby plopped down a linked her arm with a groggy Weiss "We're partners! Partners who bunk together, stay together!"

"Or, partners that bunk together end up getting so fed up with each other they smother the one who wakes them up far too early _every day._ "

Ruby giggled and slapped Weiss's shoulder "Aw, sounds like someone needs some coffee!"

"Why are you in such a rush, anyway? Our meeting isn't until after sunset."

"I'm just too excited, I don't know! Yang and Blake are already up, too."

"They are?"

Yang's head poked into the tent "Only because we figured this was better than listening to Ruby's footsteps pacing around the camp and her mumbled 'I can't believe this is happening's all morning. Plus, I was hungry. Speaking of," her head disappeared back outside the tent "Blake! Is the grub almost done or what!"

A voice from farther away responded "Calm down, just a few more minutes."

Yang groaned "Ugh, you've been cooking forever!"

"Five minutes."

"Five forevers!" Yang popped her head back through the tent flap "C'mon ice queen, get dressed! We're gonna go sightseeing after we eat!"

"Yang, I thought I told you Pastel said to lay low." Ruby said.

Yang waved a hand dismissively "Eh, how could we possibly attract attention just by taking in the view. I mean, what else are we supposed to do before night? Sit around and do nothing? Boooriiing! That's what we've been doing! It's been ages since we've made a peaceful visit into a city, I want to see it before we start fucking it up!" Leaving no time for argument, Yang left, probably to pester Blake about breakfast.

Weiss looked over at Ruby "Your sister doesn't have an ounce of discipline in her body."

Ruby shrugged "Yang is Yang, what else can I say." She poked at a strand of Weiss's bed head "Here, I'll help you tame this hot mess-"

Weiss shot her a look.

"I'll help you tame this glorious, soft mess before we go eat. Don't say you'll do it yourself, you should know by now that if we don't get out there quick Yang's not leaving anything behind for us."

Weiss huffed, but allowed her partner to assist in braiding and bejeweling her long expanse of hair.

"This is it?" Yang asked, surveying the warehouses around them. "Kind of a dump, figured this Cinder person would have fancier accommodations."

"This is only a meeting ground; it doesn't need to be fancy." Blake crouched on a window sill above the group, their bird's eye view.

 _Or is it a cat's eye view?_

Ruby looked around too. She was certain this was the correct location listed in her documents. Derelict as these buildings were, it was clear they'd been abandoned years ago. It was the perfect meeting place for such underground business, a place highly unlikely for anyone to come upon without a purpose. Still, Yang had positioned herself to Ruby's left, Weiss to her leader's right, and Blake was at her post above; all four had fresh rounds in their concealed weapons. They could never be too cautious.

Yang put a hand to her nose "Ugh, we're too close to the docks, it reeks here. Bastard better show up soon or-"

"Is that anyway to talk about a superior?"

The team snapped their heads in the direction of the voice. Weiss and Yang tensed up beside their leader while Blake dropped down and landed in a defensive position in front. Ruby couldn't see her eyes behind the mask, but she saw her grit her teeth. Her shadow hated being snuck up on.

The woman emerging from the alley wore a short red dress, her dark hair short and covering one of her golden eyes. Ruby looked past Blake and met those eyes.

Cinder Fall smiled, all at once welcoming, dark, and powerful.


End file.
